N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN

XVIVO PERFUSION AB (PUBL)

XVIVO Perfusion AB (publ) (the "Company"), reg. no. 556561-0424, with its registered office in Gothenburg, gives notice of the the Annual General Meeting to be held on Tuesday 25 April 2023 at 3:00 PM, at The Swedish Exhibition & Congress Centre (Sw. Svenska Mässan) (conference room J2), at Mässans gata 24 in Gothenburg, Sweden. Registration starts at 2:30 PM.

NOTIFICATION, ETC.

Notification

Shareholders who wish to participate at the Annual General Meeting shall:

  • firstly, be entered in the share register maintained by Euroclear Sweden AB no later than on Monday 17 April 2023 (for nominee-registered shares, also see "Nominee-registeredshares" below),
  • secondly, notify the Company of their intention to participate at the Annual General Meeting no later than on Wednesday 19 April 2023, by mail to XVIVO Perfusion AB (publ), AGM 2023, c/o Advokatfirman Vinge KB, Box 110 25, SE-404 21 Gothenburg, Sweden or by e- mail to xvivoperfusion@vinge.se.

The shareholders shall in their notice to attend state name, personal identification number or company registration number, shareholding, address, phone number and, as applicable, information about any advisors (maximum two), proxies or representatives. Information delivered upon notice to attend will be processed and used only for the Annual General Meeting. See below for further information on processing of personal data.

Nominee-registered shares

To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Monday 17 April 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Wednesday 19 April are taken into account when preparing the share register.

Proxy, etc.

Shareholders who intends to be represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years from its issuance. The certificate of registration must not have been issued earlier than one year before. The power of attorney in original and, where applicable, the certificate of registration should be submitted to the Company to the address set forth

above well in advance of the Annual General Meeting. A proxy form is available on the Company's website, www.xvivogroup.com.

PROPOSED AGENDA

  1. Opening of the Annual General Meeting.
  2. Election of Chairman at the Annual General Meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two persons to approve the minutes.
  6. Determination as to whether the Annual General Meeting has been duly convened.
  7. Submission of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group. In connection thereto, a presentation by the Chief Executive Officer.
  8. Resolution regarding
    1. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
    2. allocation of the company's profits or losses in accordance with the adopted balance sheet,
    3. discharge of the members of the Board of Directors and the CEO from liability.
  10. Determination of the number of members of the Board of Directors, deputies, auditors and, deputy auditors.
  11. Election of members of the Board of Directors. The nomination committee's proposal:
    1. Gösta Johannesson (re-election)
    2. Camilla Öberg (re-election)
    3. Lena Höglund (re-election)
    4. Lars Henriksson (re-election)
    5. Göran Dellgren (re-election)
    6. Erik Strömqvist (new election)
  13. Election of the Chairman of the Board of Directors. The nomination committee's proposal:
    1. Gösta Johannesson (re-election)
  15. Election of the auditor.
  16. Determination of fees for members of the Board of Directors and auditor.
  17. Principles for the appointment of the members of the nomination committee.
  18. Submission and approval of the Board's remuneration report.
  19. Resolution to change the articles of association.
  20. Resolution to adopt a long-term incentive programme for senior executives and key individuals within the XVIVO-group.
  21. Resolution to authorise the Board of Directors to resolve on new share issues.
  22. Resolution to authorise the Board of Directors to resolve on acquisition of the Company's own shares.
  23. Closing of the Annual General Meeting.

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THE NOMINATION COMMITTEE'S PROPOSALS UNDER ITEMS 2, 9, 10, 11, 12, 13 AND 14

The Nomination Committee, consisting of Henrik Blomquist (appointed by Bure Equity AB), Chairman, Thomas Ehlin (appointed by Fjärde AP-fonden), Caroline Sjösten (appointed by Swedbank Robur Fonder AB) and Gösta Johannesson (Chairman of the Board of Directors), has submitted the following proposals.

Item 2 - Election of Chairman of the Annual General Meeting

The Nomination Committee proposes that Anders Strid, lawyer at Advokatfirman Vinge, is appointed Chairman at the Annual General Meeting.

Item 9 - Determination of the number of Board members and deputies, auditors and deputy auditors

The Nomination Committee proposes that the Board shall consist of six (6) ordinary members without deputies.

The Nomination Committee proposes that a registered accounting firm is to be appointed as auditor.

Item 10 - Election of Board members

The Nomination Committee proposes that Gösta Johannesson, Camilla Öberg, Lena Höglund, Lars Henriksson and Göran Dellgren are re-elected, and new election of Erik Strömqvist as members of the Board of Directors. All elections for the period until the end of the next Annual General Meeting.

Yvonne Mårtensson has declined re-election of her Board assignment.

Information regarding the proposed new Board member

Erik Strömqvist, born 1970

Background: Multiple leading positions in the GE Healthcare Group, most recently as the General

Manager of Cyclotrons & TRACERcenter, GE Healthcare. Current Board positions: Chairman of the Board of Directors in MedTrace Pharma A/S and member of the Board of Directors in Atley Solutions AB, Celcibus AB and Studsvik AB. Education: Master of Science in Chemical Engineering.

Shareholding in the Company: -

Ownership: - %

Voting rights: - %

Erik Strömqvist is independent in relation to the company and its management as well as in relation to major shareholders.

Further information about the Board members proposed for re-election can be found on the Company's website, www.xvivogroup.com.

Item 11 - Election of the Chairman of the Board of Directors

The nomination committee proposes that Gösta Johannesson be re-elected as Chairman of the Board of Directors.

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Item 12 - Election of auditor

The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the registered accounting firm KPMG AB be re-elected as auditor. In the event that KPMG AB is re-elected, the Nomination Committee notes that KPMG AB has informed that public accountant Daniel Haglund will be appointed as auditor in charge.

Item 13 - Determination of fees to the Board of Directors and the auditor

Amount from previous year in () for comparison

The Nomination Committee proposes that remuneration to the Board shall be paid with SEK 480,000 (440,000) to the Chairman of the Board, SEK 230,000 (220,000) to each of the other members of the Board, SEK 100,000 (75,000) to the Chairman of the Audit Committee, SEK 50,000 (40,000) to each of the other members of this committee, SEK 75,000 (75,000) to the Chairman of the Remuneration Committee and SEK 40,000 (40,000) to each of the other members of these committees. In total, the proposal implies an increased remuneration to the Board of SEK 135,000, or 7.3%, compared to the remuneration to the Board of the previous year.

The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.

Item 14 - Principles for the appointment of the members of the nomination committee

The Nomination Committee has reviewed the current principles for the appointment of the members of the Nomination Committee and has decided to not propose any changes.

THE BOARD OF DIRECTORS' PROPOSALS UNDER ITEMS 8B, 15, 16, 17, 18 AND 19

Item 8B - Resolution regarding allocation of the company's profits or losses in accordance with the adopted balance sheet

The Board of Directors proposes that the funds at the Annual General Meetings' disposal, SEK 1,005,322,191, shall be carried forward, and, thus, that no dividend shall be paid.

Item 15 - Submission and approval of the Board's remuneration report

The Board of Directors proposes that the Annual General Meeting resolves to approve the Remuneration Report for the financial year 2022 that has been prepared by the Board of Directors.

Item 16 - Resolution to change the articles of association

The Board of Directors proposes that the Annual General Meeting resolves to change the articles of association, primarily in accordance with the table below (changes marked in bold).

Item

Current wordning

Proposed wording

The Board of Directors shall be

The Board of Directors shall be

§2 - Domicile

domiciled in the Municipality of

domiciled in the Municipality of

Gothenburg, Sweden.

Mölndal, Sweden.

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New item

General meetings shall be held in

§13 - Place for

-

Mölndal or Gothenburg, as

general meetings

determined by the board of directors.

Item 17 - Resolution to adopt a long-term incentive programme for senior executives and key individuals in the XVIVO group

The Board of Directors' of XVIVO Perfusion AB (publ) (the "Company" or "XVIVO") propose that the Annual General Meeting resolve on (17A.) the adoption of an incentive programme in the form of performance-based share option rights directed at the group management and key individuals of the XVIVO group (the "SORP 2023"). The resolution pursuant to item (17A.) shall also be conditional on the Annual General Meeting deciding on hedging measures in accordance with the Board's proposal under item (17B.) below.

17A. Introduction of the SORP 2023

Background and rationale

The Board of Directors of the Company is of the opinion that incentive programmes lead to higher motivation and commitment among the employees and strengthen the ties between the employees and the Company. Furthermore, it is the Board's assessment that the SORP 2023 will contribute to the opportunities to retain knowledgeable and experienced employees and is expected to increase the employees' interest in the Company's operations and development of earnings. Overall, it is the Board's assessment that the SORP 2023 will benefit both the employees and the Company's shareholders through an increased share value.

Summary of the programme

The SORP 2023 is proposed to comprise of the group management and key individuals, meaning that not more than approximately ten (10) persons within the XVIVO group will be able to participate.

Under the SORP 2023, participants are given the opportunity to receive shares free of charge, so called "Performance Shares", in accordance with the terms and conditions described below. An offer to participate in the SORP 2023 shall be made as soon as practicably possible.

Within the scope of the SORP 2023, the Board of Directors will grant participants rights free of charge entailing the right to, provided that certain criteria are fulfilled, receive Performance Shares ("Rights").

Terms and conditions

1. The maximum number of shares will amount to 94,622, whereby 72,000 Performance Shares may be allotted to participants and 22,622 shares may be utilised by the Company to cover social security contributions associated with the programme.

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Xvivo Perfusion AB published this content on 23 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2023 16:54:33 UTC.